The customer named in the Order Form (Company).
Parampara Pty Ltd ABN 88 628 104 941 (Parampara).
(A) Parampara provides content using an interactive online format.
(B) Company wants to work with Parampara to develop and deploy one or more interactive online sessions (Sessions) for its business.
(C) The parties have agreed that Parampara will provide Company with services as set out in this agreement.
It is agreed as follows:
This agreement starts on the date the Company agrees to these terms by submitting an Order Form, and ends 18 months after the last Deployment Date, unless:
(a) extended by agreement between the parties; or
(b) terminated earlier in accordance with its terms.
In respect of each Session, Parampara will:
(a) undertake the Consultation;
(b) provide a draft containing the proposed content for the Session to the Company by the Draft Due Date;
(c) prepare the Session in accordance with the Specifications and incorporating any changes requested by Company following its review of the draft Session;
(d) provide the Session to the Company by the Deployment Date;
(e) (if requested by Company) undertake the Email Campaign;
(f) provide the Reports; and
(g) provide hosting of the Session at no additional cost to Company throughout the term.
In respect of each Session, Company will:
(a) make the Company Contact available for the Consultation, at times to be agreed by the parties;
(b) (if Parampara is undertaking an Email Campaign) provide Parampara with a list of Company User email addresses;
(c) promptly after a draft is provided by Parampara to Company, review and provide comments and any suggested changes in relation to the Session;
(d) pay the Fees to Parampara within 14 days after the later of:
(i) the Acceptance Date; or
(ii) the date that Company receives a valid tax invoice from Parampara; and
(e) comply with any limit on Company Users set out in the Order Form or otherwise agreed by the parties.
Each Session will be:
(a) in Parampara’s interactive online format providing education on the Company’s chosen topic;
(b) accessible as a webpage by hyperlink provided to Company by Parampara, viewable by current versions of Chrome, Safari, Internet Explorer, iOS and Android web browsers.
Company is deemed to accept that a Session complies with the Specifications unless it gives notice otherwise within five days after Parampara delivers the Session to Company for deployment to Company Users (Acceptance Date).
Parampara may modify, extend or adapt a Session or undertake other work for Company under this agreement from time to time, at rates or for amounts to be agreed by the parties.
(a) Company may make payments by credit card or bank deposit.
(b) Parampara will provide payment details with each tax invoice.
(a) If Company provides materials to Parampara for inclusion in a Session, then Company must ensure that it has any necessary permission to use those materials and that their use in the Session will not infringe the Intellectual Property Rights of any third party.
(b) Parampara will own all Intellectual Property Rights in the Sessions, all data collected by the Sessions, the Email Campaign and the Reports, except to the extent that:
(i) a Session includes materials owned by a third party;
(ii) a Session links to external resources, for example, Company policies; or
(iii) the parties otherwise agree.
(c) Parampara grants to Company a limited, non-exclusive licence to use and distribute the Sessions to Company Users and use the Sessions and the Reports for internal business purposes during the term.
(d) Company may make a physical copy of Session content and keep copies of the Reports, for its internal records.
(e) Other than as permitted under subsection (d), Company must not, and must ensure that its Personnel do not:
(i) reproduce a Session in whole or in part; or
(ii) sub-licence, lease, lend, sell, rent, distribute or grant others any rights to, or provide copies of a Session to any third party.
(f) Each party agrees to indemnify the other against any Loss arising out of or that relates to infringement of any Intellectual Property Right.
(a) ‘Confidential Information’ means all information disclosed by one party to the other in connection with this agreement, including:
(i) Company Data;
(ii) any content of a Session or Company User responses to a Session, which could reasonably be used to identify the Company or any of Company's Personnel;
(iii) information which, either orally or in writing, is designated or indicated as being the proprietary or confidential information of the disclosing party;
(iv) information derived or produced partly or wholly from the information disclosed; and
(v) trade secrets or information which is capable of protection at law or equity as confidential information.
(b) Each party must keep Confidential Information confidential and not disclose it, except:
(i) by Parampara, as permitted under clause 10;
(ii) to a party’s Personnel who have a need to know;
(iii) with the consent of the disclosing party;
(iv) if required by law, a stock exchange or any regulatory authority; or
(v) if required in connection with legal proceedings relating to this agreement.
(c) Subsection (b) does not apply to Confidential Information which:
(i) is in or becomes part of the public domain other than through breach of this agreement or an obligation of confidence owed to the disclosing party;
(ii) the receiving party can prove by contemporaneous written documentation was already known to it at the time of disclosure by the disclosing party (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or
(iii) the receiving party acquires from a source other than the disclosing party where such source is entitled to disclose it.
(d) The obligations under this clause 9 continue for five years following termination or expiry of this agreement.
(a) Company will obtain any necessary consents from Company Users for the collection, use and disclosure of their Personal Information in accordance with this agreement.
(b) Parampara will collect, use and disclose Company Data only for:
(i) providing services to Company under this agreement, including the Email Campaign and the Reports;
(ii) collecting information on user behaviour, subject to information being aggregated or otherwise not able to be used to identify the Company or any Company User; and
(iii) bug fixing and product improvement.
(c) A Company User, or Company on Company User’s behalf, may at any time during the term:
(i) request a copy of all Personal Information held by Parampara in respect of that Company User; or
(ii) request deletion of any Personal Information associated with a Company User, and Parampara must promptly comply with the request.
(d) If there is a Data Breach in relation to Company Data, then Parampara must immediately notify Company, provide any details necessary and otherwise cooperate as required to enable Company to fulfil its obligations under any applicable data protection or privacy law.
Parampara may refer to Company and use Company’s logo on Parampara’s website and marketing materials to identify Company as a customer of Parampara.
(a) Parampara will use its best endeavours to ensure that data for the Sessions is hosted at Amazon Web Services Sydney Region, subject to Amazon’s standard terms and conditions, or another Amazon Web Services location at Company’s request.
(b) Parampara will provide further information about hosting promptly on request.
The parties acknowledge and agree that:
(a) Parampara does not provide legal advice and is not engaging in legal practice;
(b) the Sessions are for general education purposes only;
(c) Session content is intended to be current as at the Deployment Date, and, except as requested by Company and in payment of any agreed fees, Parampara will not update content after providing a Session to Company; and
(d) Company is responsible for ensuring Session content is appropriate for distribution to Company Users, and that Company Users are aware that it is not legal advice.
(a) Each party represents and warrants that it will comply with applicable laws in fulfilling its obligations under this agreement.
(b) Parampara represents and warrants that it will:
(i) exercise due care and skill in preparing the Sessions; and
(ii) implement appropriate legal, technical and organisational measures in relation to the security of the Sessions and Company Data.
(a) The parties acknowledge and agree that Parampara’s total liability for any Loss suffered by Company in connection with this agreement will not in any circumstance exceed the Fees paid by Company to Parampara.
(b) Despite anything else in this agreement, neither party will be liable to the other party in connection with this agreement for any consequential loss.
(a) Either party may terminate this agreement for convenience on 14 days’ notice to the other party.
(b) If Parampara terminates this agreement under subsection (a), then it must refund any Fees paid by Company, and will have no further liability to Company.
(c) If Company terminates this agreement under subsection (a):
(i) before the first Session is deployed to Company Users, then it will have no liability to pay the Fees; and
(ii) at any time after the first Session is deployed to Company Users, then it must pay the full amount of the Fees, and will have no further liability to Parampara.
(d) Either party may terminate this agreement if the other party:
(i) becomes insolvent; or
(ii) has repeatedly failed to meet any, some, or all of its obligations, and has not fixed the failures within a reasonable time of notice being given by the non-defaulting party.
(e) Clauses 8 (Intellectual Property), 9 (Confidentiality), 11 (Use of Company Logo), 13 (Not legal advice), 14 (Warranties and Representations), 15 (Limitation of Liability), 19 (General) and this clause survive termination or expiry of this agreement.
(a) In this clause 17, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.
(b) If a party makes a supply in connection with this agreement in respect of which GST is payable, then the consideration for the supply but for the application of this clause is increased by an amount equal to the GST exclusive consideration multiplied by the rate of GST prevailing at the time the supply is made.
(a) Company contact and email address:
The name and email of the Company Contact.
(b) Parampara contact and email address: Matthew Roach, email@example.com.
(c) Notices under this agreement may be given by email to the parties' email addresses in this clause 18.
(d) A notice given by email is taken to be received one hour after the time the sender's information system recorded that the email left the sender's information system unless, within one day, the sender is informed (by automatic notice or otherwise) that the email has not been received by the recipient.
Acceptance Date has the meaning given in clause 5.
Company Contact means the person named in the Order Form.
Company Data means:
(a) Company User email addresses; and
(b) responses by Company Users entered into a Session.
Company Users means Company Personnel given access to a Session by Company.
Confidential Information has the meaning given in clause 9.
Consultation means, in respect of each Session, a one-hour consultation with Company Contact at a time and location agreed by the parties.
Data Breach means any unauthorised access to, unauthorised disclosure, or a loss of, Personal Information held by a party.
Deployment Date means, in respect of each Session, the date that is one week after Company provides comments on the Draft, unless otherwise agreed by the parties.
Draft Due Date means, in respect of each Session, the date that is two weeks after the Consultation, unless otherwise agreed by the parties.
Email Campaign means the emails sent by Parampara to Company Users inviting them to use the Session.
Fees means the total amounts to be paid for the Sessions requested by Company, as set out in the Order Form (or as otherwise agreed by the parties), in Australian dollars, excluding GST.
For example, if the Company requests four Sessions then the Fees are four times the individual cost of a Session as set out in the Order Form.
Intellectual Property Rights means all intellectual property and proprietary rights (whether registered or unregistered), including business names, trade or service marks, any right to have information (including Confidential Information) kept confidential, patents, patent applications, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae, computer programs, data bases, know-how, logos, designs, design rights, copyright and similar industrial or intellectual property rights.
Loss means any loss, cost, claim, damage or liability whatsoever, whether direct or indirect.
Order Form means either (i) the online order form completed and submitted by Company for the purchase of Parampara Sessions, or (ii) other correspondence between the parties confirming the Company's entity and purchase details for Parampara Sessions.
Personal Information has the meaning given to it in the Privacy Act 1988 (Cth).
Personnel means, in relation to a party, any natural person who is an officer, employee, contractor, agent or representative of that party.
Reports means an online or emailed report available to administration users of Company that contains details of Company User engagement with the Session, including which Company Users have accessed the session and their ratings and comments for the Session.
Session means a Session prepared on the topics set out in the Order Form, or on topics otherwise agreed by the parties.
In this agreement:
(a) headings are for convenience only and do not affect interpretation;
(b) mentioning anything after includes, including, or similar expressions does not limit what else might be included;
(c) the following rules apply unless the context requires otherwise:
(i) the singular includes the plural, and the converse also applies; and
(ii) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(d) a reference to a clause is a reference to a clause of this agreement;
(e) a reference to a party to this agreement includes the party’s successors, permitted substitutes and permitted assigns (and, where applicable, the party’s legal personal representatives);
(f) a reference to an agreement or document (including a reference to this agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced, except to the extent prohibited by this agreement or that other agreement or document, and includes the recitals, schedules and annexures to that agreement or document;
(g) a reference to legislation or to a provision of legislation includes a modification or reenactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it; and
(h) a reference to $ or other monetary amounts is to Australian currency.
These terms are the entire agreement between the parties as at the date of this agreement with respect to its subject matter and supersedes all prior agreements and understandings between the parties in connection with it.
The parties acknowledge and agree that no representations were made before entering into this agreement. The parties acknowledge and agree that in entering into this agreement, neither relied on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this agreement.
The parties are independent contracting parties, and nothing in this agreement will make either party the employee, partner, agent, legal representative, trustee or joint venturer of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.
This agreement may only be amended by agreement of the parties in writing.
A failure to exercise or a delay in exercising any right, power or remedy under this agreement does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
Each party will bear their own costs of and incidental to the negotiation and any variation of this agreement.
This agreement is governed by the laws of New South Wales, Australia, and each party submits to the exclusive jurisdiction of courts exercising jurisdiction there.
Version 1.2, 12 September 2019.